<PAGE>

================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM 10-Q

               Quarterly Report Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

For the three months ended March 31, 2000         Commission File Number 0-14371
-----------------------------------------         ------------------------------


                            COMPUCOM SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                   Delaware                                    38-2363156
      -------------------------------                    ----------------------
      (State or other jurisdiction of                       (I.R.S. Employer
      incorporation or organization)                     Identification Number)

       7171 Forest Lane, Dallas, TX                              75230
  ----------------------------------------                     ----------
  (Address of principal executive offices)                     (Zip Code)

  Registrant's telephone number, including area code:        (972) 856-3600
                                                             --------------



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X         No
   -----         -----



The number of shares of the Registrant's common stock outstanding as of May 12,
2000 was 48,657,146 shares.


================================================================================
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                                     Index



PART I.    FINANCIAL INFORMATION                                         Page
-------    ---------------------                                         ----

Item 1.    Condensed Consolidated Balance Sheets
              March 31, 2000 (unaudited) and December 31, 1999             3

           Condensed Consolidated Statements of Operations
              Three months ended March 31, 2000 and 1999 (unaudited)       4

           Condensed Consolidated Statements of Cash Flows
              Three months ended March 31, 2000 and 1999 (unaudited)       5

           Notes to Condensed Consolidated Financial
              Statements (unaudited)                                       6

Item 2.    Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                   12

Item 3.    Quantitative and Qualitative Disclosure About Market Risk      16


PART II.   OTHER INFORMATION
--------   -----------------

Item 6.    Exhibits and Reports on Form 8-K                               17



                                       2
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                     Condensed Consolidated Balance Sheets
                                (In thousands)

<TABLE>
<CAPTION>
                                                                     March 31,            December 31,
                                                                       2000                    1999
                                                                   -----------            ------------
                                                                   (unaudited)
                                  Assets
                                  ------
<S>                                                                <C>                    <C>
Current assets:
   Cash                                                             $    4,675             $    14,060
   Receivables                                                         206,040                 218,522
   Inventories                                                         100,233                 129,076
   Other                                                                 6,853                   9,238
                                                                   -----------            ------------
      Total current assets                                             317,801                 370,896

Property and equipment, net                                             27,620                  29,718

Cost in excess of fair value of tangible net assets
   purchased, less accumulated amortization                             83,866                  85,086
Other                                                                   13,446                  12,352
                                                                   -----------            ------------

                                                                    $  442,733             $   498,052
                                                                   ===========            ============

               Liabilities and Shareholders' Equity
               ------------------------------------
Current liabilities:
   Accounts payable                                                 $  136,120             $   182,247
   Accrued liabilities                                                  74,371                  91,993
                                                                   -----------            ------------
      Total current liabilities                                        210,491                 274,240

Long-term debt                                                          18,400                      --
Deferred income taxes                                                       --                     840

Shareholders' equity:
   Preferred stock                                                      15,000                  15,000
   Common stock                                                            487                     480
   Additional paid-in capital                                           74,353                  72,765
   Retained earnings                                                   128,666                 139,152
   Treasury stock                                                       (3,160)                     --
   Notes receivable for sale of stock                                   (1,504)                 (4,425)
                                                                   -----------            ------------
      Total shareholders' equity                                       213,842                 222,972
                                                                   -----------            ------------

                                                                    $  442,733             $   498,052
                                                                   ===========            ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Operations
                  Three months ended March 31, 2000 and 1999
                   (In thousands, except per share amounts)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                 March 31,
                                                                ----------------------------------------
                                                                       2000                    1999
                                                                ----------------         ---------------
<S>                                                             <C>                      <C>
Revenue:
   Product                                                       $       503,355          $      421,292
   Service                                                                64,066                  68,557
   Other                                                                      --                   3,471
                                                                ----------------         ---------------
       Total revenue                                                     567,421                 493,320

Cost of revenue:
   Product                                                               468,369                 387,744
   Service                                                                45,110                  45,236
   Other                                                                      --                   1,869
                                                                ----------------         ---------------
       Total cost of revenue                                             513,479                 434,849
                                                                ----------------         ---------------
           Gross margin                                                   53,942                  58,471

Operating expenses:
   Selling                                                                22,737                  23,662
   Service                                                                11,397                  10,908
   General and administrative                                             21,810                  19,299
   Depreciation and amortization                                           5,666                   4,087
   Restructuring charges                                                   5,169                      --
                                                                ----------------         ---------------
       Total operating expenses                                           66,779                  57,956
                                                                ----------------         ---------------

Earnings/(loss) from operations                                         ( 12,837)                    515

Financing expenses                                                         4,265                   4,330
                                                                ----------------         ---------------
Loss before income taxes                                                ( 17,102)                ( 3,815)

Income tax benefit                                                       ( 6,841)                ( 1,526)
                                                                ----------------         ---------------
Net Loss                                                        ($        10,261)        ($        2,289)
                                                                ================         ===============
Loss per common share:
   Basic and diluted                                                      ($ .22)                 ($ .05)

Average common shares outstanding:
   Basic and diluted                                                      48,275                  47,635


</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>


                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                Condensed Consolidated Statements of Cash Flows
                  Three months ended March 31, 2000 and 1999
                                (In thousands)
                                  (unaudited)


<TABLE>
<CAPTION>
                                                                                2000               1999
                                                                          -------------       -------------
<S>                                                                       <C>                 <C>
Cash flows from operating activities:
 Net loss                                                                 ($     10,261)      ($      2,289)
 Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities:
     Depreciation and amortization                                                5,666               4,087
     Restructuring charges                                                        5,169                  --
     Deferred income taxes                                                       (1,856)              1,365

     Changes in assets and liabilities:
       Receivables                                                               11,423              46,365
       Inventories                                                               28,843               6,153
       Other current assets                                                         701              (3,185)
       Accounts payable                                                         (46,127)              3,549
       Accrued liabilities and other                                            (20,876)            (26,937)
                                                                          -------------       -------------
         Net cash provided by/(used in) operating activities                    (27,318)             29,108
                                                                          -------------       -------------

Cash flows from investing activities:
 Capital expenditures                                                            (1,837)             (1,125)
 Proceeds from sale of building                                                      --              39,791
                                                                          -------------       -------------
         Net cash provided by/(used in) investing activities                     (1,837)             38,666
                                                                          -------------       -------------
Cash flows from financing activities:
 Borrowings under revolver                                                      258,700             113,300
 Repayment of revolver                                                         (240,300)           (156,436)
 Repayment of real estate loan                                                       --             (25,000)
 Issuance of common stock                                                         1,595                 574
 Preferred stock dividend                                                          (225)               (225)
                                                                          -------------       -------------
         Net cash provided by/(used in) financing activities                     19,770             (67,787)
                                                                          -------------       -------------

Net decrease in cash                                                             (9,385)                (13)
Cash at beginning of period                                                      14,060               4,526
                                                                          -------------       -------------
Cash at end of period                                                      $      4,675        $      4,513
                                                                          =============       =============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       5

<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2000
                                  (unaudited)

(1)  General
     -------

         These condensed consolidated interim financial statements should be
     read in conjunction with the consolidated financial statements and the
     summary of significant accounting policies and notes thereto included in
     the 1999 Annual Report on Form 10-K for CompuCom Systems, Inc. (the
     "Company"). The information furnished is unaudited but reflects all
     adjustments consisting only of normal recurring accruals which are, in the
     opinion of management, necessary for a fair presentation of the results for
     these interim periods. Interim results are not necessarily indicative of
     results expected for the full year.

(2)  Contingencies
     -------------

         The Company is involved in various claims and legal actions arising in
     the ordinary course of business. In the opinion of management, the ultimate
     disposition of these matters will not have a material adverse effect on the
     Company's consolidated financial position and results of operations, taken
     as a whole.

(3)  Earnings per share
     ------------------

         Basic earnings per common share have been computed based on net
     earnings after preferred stock dividend requirements and the weighted
     average number of common shares outstanding during each period. Diluted
     earnings per common share assumes conversion of dilutive convertible
     securities into common stock at the later of the beginning of the period or
     date of issuance and includes the add-back of related interest expense
     and/or dividends, as required. Earnings per common share have been computed
     as follows (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                                        Three months ended March 31, 2000
                                                                           -----------------------------------------------------
                                                                                     Loss                Shares        Per-Share
                                                                                  (Numerator)         (Denominator)      Amount
                                                                           -----------------------  ----------------- ----------
<S>                                                                        <C>                      <C>               <C>
   Net loss                                                                             ($ 10,261)
   Less:  Preferred stock dividends                                                          (225)

   Basic and diluted EPS
   ---------------------
   Loss available to common shareholders                                               $  (10,486)             48,275    ($ .22)
                                                                           =======================  ================= ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                                        Three months ended March 31, 1999
                                                                           -----------------------------------------------------
                                                                                     Loss                Shares        Per-Share
                                                                                  (Numerator)         (Denominator)      Amount
                                                                           -----------------------  ----------------- ----------
<S>                                                                        <C>                      <C>               <C>


   Net loss                                                                         ($   2,289)
   Less:  Preferred stock dividends                                                       (225)

   Basic and diluted EPS
   ---------------------
   Loss available to common shareholders                                            ($   2,514)             47,635    ($ .05)
                                                                        =======================  ================= ==========
</TABLE>

   The Company has excluded 3,529,976 and 4,111,586 shares from its calculations
   of diluted earnings per share for the three months ended March 31, 2000 and
   1999 respectively, as they are considered anti-dilutive.

                                       6
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2000
                                  (unaudited)

(4)  Business Combinations
     ---------------------

     On May 10, 1999, the Company consummated the acquisition of the TASD
     division of ENTEX Information Services, Inc ("the TASD acquisition"). The
     total consideration given for the TASD acquisition was approximately $137
     million in cash. The TASD acquisition was accounted for as a purchase and
     accordingly the condensed consolidated financial statements reflect the
     operations of the acquired entity since the acquisition date. The initial
     purchase price allocation is preliminary and may be adjusted upon
     completion of the final valuation work.

     The following unaudited proforma financial information presents the
     combined results of operations for the three months ended March 31, 1999 as
     if the TASD acquisition had occurred as of the beginning of 1999, after
     giving effect to certain adjustments, including amortization of goodwill,
     increased financing expense on debt related to the acquisition, and
     related income tax effects. The proforma results do not necessarily
     represent results which would have occurred if the TASD acquisition had
     taken place on the basis assumed above, nor are they indicative of the
     results of future combined operations.

                     (in thousands, except per share data)

                                              Three Months Ended
                                                March 31, 1999
                                                --------------

     Revenue                                          $  925,560

     Net loss                                             (5,215)

     Diluted loss per share                               ($0.11)

                                       7
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2000
                                  (unaudited)

(5)  Restructuring Charges


     During the first quarter of 2000, the Company effected a restructuring plan
     designed to reduce the Company's cost structure by closing its distribution
     facility located in Houston, Texas, closing and consolidating three office
     facilities, and reducing the Company's workforce. As a result, the Company
     recorded a restructuring charge of $5.2 million in the first quarter of
     2000. The $5.2 million charge is reflected as a separate line of operating
     expense in the Company's Condensed Consolidated Statement of Operations.
     The following table provides a detail of the charges and cash payments made
     by category as well as the amounts accrued as of March 31, 2000:

<TABLE>
<CAPTION>
                                                                                           (in thousands)
                                                                                            --------------
                                                                Restructuring           Cash                        Accrual at
                                                                   Charge             Payments         Other          3/31/00
                                                             -------------------------------------------------------------------
<S>                                                            <C>                   <C>              <C>           <C>
     Lease termination costs                                           $ 2,904         $     (8)          $  ---         $ 2,896
     Employee severance and related benefits                             1,800             (999)             ---             801
     Other                                                                 465              (87)            (310)             68
                                                             -------------------------------------------------------------------
     Total                                                             $ 5,169         $ (1,094)          $ (310)        $ 3,765
                                                             ===================================================================
</TABLE>


     The $3.8 million accrued at March 31, 2000 is reflected in accrued
     liabilities on the Company's Condensed Consolidated Balance Sheet.

     Lease termination costs include the estimated cost to close the three
     office facilities and represents the amount required to fulfill the
     Company's obligation under signed lease contracts, the net expense expected
     to be incurred to sublet the facilities, or the estimated amount to be paid
     to terminate the lease contracts before the end of their term. In
     developing estimated costs, the Company has consulted with a professional
     real estate firm with knowledge of market rent rates in all applicable
     markets where the Company has space. Assumptions have been used for market
     rent rates and the estimated amount of time necessary to sublet the
     facilities. Payments, net of proceeds derived from subleases, are charged
     against the accrual as incurred. The remaining accrual at March 31, 2000
     relates to three leases for the office facilities that have not been sublet
     or terminated.

     Severance is paid based on associates' years of service as well as their
     level within the organization. The reduction in workforce included 308
     associates, of which one was an executive officer. The reduction in
     workforce included associates from the following areas: sales, service, and
     general and administrative, who were located at certain of the Company's
     branch locations, corporate offices, and the Houston distribution center.
     The remaining accrual at March 31, 2000 relates to severance payments which
     are being paid to many of the former associates and are expected to be
     substantially complete by the end of 2000.

     Other restructuring charges primarily include the write-off of leasehold
     improvements at the Houston distribution center.

                                       8
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2000
                                  (unaudited)

     During the fourth quarter of 1998, the Company recorded a $16.4 million
     restructuring charge, primarily consisting of costs associated with the
     closing of facilities and disposing of related fixed assets as well as
     employee severance and benefits related to a reduction in workforce. The
     following table provides a summary by category and rollforward of the
     changes in this restructuring accrual for the three months ended March 31,
     2000:

<TABLE>
<CAPTION>
                                                                                        (in thousands)
                                                                                        --------------
                                                                     Accrual at             Cash               Accrual at
                                                                      12/31/99            Payments              3/31/00
                                                                   ---------------------------------------------------------
<S>                                                               <C>                   <C>               <C>

     Lease termination costs                                          $      1,240         $     (741)          $     499
     Employee severance and related benefits                                   560                (94)                466
                                                                   ---------------------------------------------------------
     Total                                                            $      1,800         $     (835)          $     965
                                                                   =========================================================
</TABLE>

     The Company expects all restructuring activities to be substantially
     complete by the end of 2000 and believes the restructuring accruals are
     adequate.

(6)  Segment Information
     -------------------

     The Company defines its operations as two distinct businesses - sales of
     computer products ("product") and services, which includes configuration,
     network integration and technology support ("service"). ClientLink, Inc.
     ("ClientLink"), a majority-owned subsidiary of the Company until April
     1999, provided customized application programming services and was
     previously defined as a third distinct business. In April 1999, ClientLink
     was merged with E-Certify Corporation ("E-Certify"). The combined
     operations of ClientLink and E-Certify are conducted under the name E-
     Certify, Inc. The Company has recorded its minority investment in E-
     Certify, Inc. at the net carrying amount of its investment in ClientLink
     and is accounting for the ongoing operations of E-Certify, Inc. using the
     equity method. The Company's investment is included in Other Non-current
     Assets as of March 31, 2000.

     The Company measures segment earnings as operating earnings, defined as
     income before restructuring charges, financing expenses and income taxes.
     All significant inter-segment activity has been eliminated. Business assets
     are the assets owned or allocated to each business. The "Other" column
     includes all assets not specifically allocated to a segment. The Company's
     investment in E-Certify, Inc. is reflected in the "Other" column for the
     three months ended March 31, 2000.

                                       9
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2000
                                  (unaudited)

<TABLE>
<CAPTION>
For the Quarter ended March 31, 2000

Operating Results                                  Product         Service               Other                 Total
-------------------------------------           ------------    ------------          -----------           -----------
(in thousands)

<S>                                             <C>             <C>                   <C>                   <C>
   Net revenues                                 $   503,355     $   $64,066           $       --            $  567,421

   Gross margin                                      34,987          18,956                                     53,943

   Operating earnings/ (loss)                      (10,552)           3,254                 (370)              (7,668)
     excluding restructuring charges

   Restructuring charges                                                                                       (5,169)

   Financing expense                                                                                           (4,265)
                                                                                                            -----------
   Loss before income taxes                                                                                 $ (17,102)
                                                                                                            -----------

   Total assets                                 $   258,673     $    35,954           $   148,106           $  442,733
                                                ============    ============          ===========           ===========
</TABLE>

<TABLE>
<CAPTION>

For the Quarter ended March 31, 1999

Operating Results                                  Product         Service        ClientLink, Inc.            Other       Total
-------------------------------------           ------------    ------------   ----------------------      ----------- -----------
(in thousands)

<S>                                            <C>              <C>            <C>                         <C>         <C>
   Net revenues                                 $   421,292     $    68,559     $              3,469       $      --    $  493,320

   Gross margin                                      33,548          23,321                    1,602                        58,471

   Operating earnings/ (loss)                       (8,777)           8,549                      743                           515

   Financing expense                                                                                                       (4,330)
                                                                                                                       -----------

   Loss before income taxes                                                                                            $   (3,815)
                                                                                                                      ============

   Total assets                                 $   292,046     $    35,337    $               9,316       $  117,178  $   453,877
                                                ============    ============   ======================      =========== ===========
</TABLE>

                                       10
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                                 March 31, 2000
                                  (unaudited)

(7)  Financing Arrangements
     ----------------------

     The Company has financing arrangements which total $450 million, consisting
     of a $250 million receivable securitization facility ("Securitization") and
     a $200 million working capital facility ("Revolver"). The Securitization,
     which matures in May 2002 and has pricing based on a designated short term
     interest rate plus an agreed-upon spread, allows the Company to sell an
     interest in its accounts receivable on a revolving basis and is accounted
     for as a sale of accounts receivable in accordance with Statement of
     Financial Accounting Standards No. 125, "Accounting for Transfers and
     Servicing of Financial Assets and Extinguishments of Liabilities". As of
     March 31, 2000, $160 million of the Securitization was utilized. The
     Revolver, which matures in May 2002, bears interest at LIBOR plus an
     agreed-upon spread and is secured by a lien on the Company's assets.
     Availability under the Revolver is subject to a borrowing base calculation.
     As of March 31, 2000, availability under the Revolver was approximately
     $68.8 million, of which $18.4 million was outstanding. In accordance with
     the terms of the agreement, the Revolver is scheduled to be reduced from
     $200 million to $175 million in May 2000. Both the Securitization and the
     Revolver are subject to the Company's compliance with selected financial
     covenants and ratios.

(8)  Related Party Transaction
     -------------------------

     In January 2000, a former officer and director of the Company
     transferred 685,635 shares of the Company's common stock to the Company in
     satisfaction of two notes receivable plus accrued interest. The notes were
     issued for the purchase of the Company's common stock and were reflected as
     notes receivable from the sale of stock in the Condensed Consolidated
     Balance Sheet at December 31, 1999. The number of shares transferred was
     based on the calculated ten day trailing average price of the Company's
     common stock. As a result, the Company recorded a non-cash equity
     transaction of approximately $3.2 million to record treasury stock, at
     cost.

(9)  Reclassifications
     -----------------

     Certain amounts in the 1999 condensed consolidated financial statements
     have been reclassified to conform with the 2000 presentation.

                                       11
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations
                                 March 31, 2000

Results of Operations
---------------------

  The following table shows the Company's total revenue, gross margin and gross
margin percentage by revenue source.  Operating expenses, financing expenses,
income tax benefit and net loss are shown as a percentage of total net revenue
for the three months ended March 31, 2000 and 1999.

<TABLE>
<CAPTION>
                                                                                           March 31,
                                                                                           ---------

                                                                                 2000                     1999
                                                                         ------------------------------------------
                                                                                         (in thousands)
<S>                                                                      <C>                        <C>
Revenue:
    Product                                                                       $503,355                 $421,292
    Service                                                                         64,066                   68,557
    Other                                                                                -                    3,471
                                                                         ------------------------------------------
      Total revenue                                                               $567,421                 $493,320
                                                                         ==========================================

Gross margin:
    Product                                                                       $ 34,986                 $ 33,548
    Service                                                                         18,956                   23,321
    Other                                                                                -                    1,602
                                                                         ------------------------------------------
      Total gross margin                                                          $ 53,942                 $ 58,471
                                                                         ==========================================

Gross margin percentage:
    Product                                                                           7.0%                     8.0%
    Service                                                                          29.6%                    34.0%
    Other                                                                               -                     46.2%
                                                                         ------------------------------------------
      Total gross margin percentage                                                   9.5%                    11.9%
                                                                         ------------------------------------------

Operating expenses:
    Selling                                                                           4.0%                     4.8%
    Service                                                                           2.0%                     2.2%
    General and administrative                                                        3.8%                     3.9%
    Depreciation and amortization                                                     1.0%                     0.8%
    Restructuring charges                                                             1.0%                       -
                                                                         ------------------------------------------
      Total operating expenses                                                       11.8%                    11.7%
                                                                         ------------------------------------------

Earnings/(loss) from operations                                                      (2.3%)                    0.1%

Financing expenses                                                                    0.8%                     0.9%
                                                                         ------------------------------------------

Loss before income taxes                                                             (3.0%)                   (0.8%)

Income tax benefit                                                                   (1.2%)                   (0.3%)
                                                                         ------------------------------------------

Net loss                                                                             (1.8%)                   (0.5%)
                                                                         ==========================================
</TABLE>

                                       12
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

  Product revenue, which is primarily derived from the sale of desktop, mobile
computing, WEB computing, and network computer products to corporate customers,
increased approximately 19.5% to $503.4 million in the first quarter of 2000
from $421.3 million in the first quarter of 1999. The increase in product
revenue is primarily due to the May 1999 acquisition of the Technology
Acquisition Services Division of Entex Information Services ("TASD"). Negatively
impacting first quarter product revenue was lower product demand resulting from
its clients' Year 2000 concerns and spending on Year 2000 remediation projects
that occurred in 1999 and not in 2000 as well as manufacturer direct selling and
fulfillment strategies. Product gross margin as a percentage of product revenue
for the first quarter of 2000 was 7.0% compared to 8.0% for the first quarter of
1999. This decrease is primarily due to a reduction in the amount of
manufacturer volume incentives and increased competition from direct marketers
and other corporate resellers of personal computer products. The Company
anticipates a continued reduction in the amount of manufacturer sponsored volume
incentives, which could lower product gross margins even further. The Company
expects to experience continued pressure on both product revenue and product
gross margin, the result of which may be to report lower product revenue and
related product gross margin when compared to the comparable prior year period.

  Service revenue declined 6.6% to $64.1 million for the first quarter of 2000
from $68.6 million for the first quarter of 1999.  Service revenue is
primarily derived from field engineering, LAN/WAN projects, consulting,
configuration, help desk, asset tracking, network management and software
management.  Service revenue reflects revenue generated by the actual
performance of specific services and does not include product sales associated
with service projects. Service gross margin as a percentage of service net
revenue for the quarter ended March 31, 2000 was 29.6% compared to 34.0% for the
same period in 1999. The decline in both service revenue and service gross
margin was primarily due to lower demand for the Company's consulting services.
The Company believes the decline in consulting services revenue can be partially
attributable to its clients' Year 2000 concerns and spending on Year 2000
remediation projects that occurred in 1999 and not in 2000. The decline in
service gross margin was primarily a result of lower utilization in consulting
services. The Company expects to experience continued pressure in the short term
on both service revenue and service gross margin, the result of which may be to
report lower service revenue and related service gross margin when compared to
the comparable prior year period.

  Selling expense decreased approximately $0.9 million for the three months
ended March 31, 2000 as compared to the same period in the prior year.  Selling
expense as a percentage of revenue declined to 4.0% for the three months ended
March 31, 2000 from 4.8% for the same period a year ago. The Company attributes
this decline to increased leverage of its infrastructure resulting from the TASD
acquisition and its own cost reduction efforts.

  Service expense increased approximately $0.5 million to $11.4 million for the
three months ended March 31, 2000 from $10.9 million for the same period in the
prior year. The increase is due primarily to personnel and infrastructure costs
associated with supporting the services business, offset by the impact of the
April 1999 E-Certify merger whereby ClientLink is no longer a consolidated
subsidiary. Consequently, service expense for the first quarter of 2000 does not
reflect ClientLink's operating expenses as compared to the first quarter of
1999. As a percentage of revenue, service expense declined to 2.0% for the three
months ended March 31, 2000 from 2.2% for the same period a year ago.

  General and administrative expense increased to approximately $21.8 million
for the quarter ended March 31, 2000 from $19.3 million for the same period in
the prior year. This increase was primarily due to increases in distribution and
administrative personnel to support the Company's revenue growth as a result of
the TASD acquisition. General and administrative expense, as a percent of
revenue, decreased from 3.9% to 3.8% for the quarters ended March 31, 1999 and
2000, respectively. This decrease is due to increased leverage of the Company's
infrastructure resulting from the TASD acquisition and its own cost reduction
efforts relative to its revenue base. The Company's operating expenses are
reported net of reimbursements by certain manufacturers for specific training,
promotional and marketing programs. These reimbursements offset the expenses
incurred by the Company.

                                       13
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations


  During the first quarter of 2000, the Company effected a restructuring plan
designed to reduce the Company's cost structure by closing its distribution
facility located in Houston, Texas, closing and consolidating three office
facilities, and reducing the Company's workforce. As a result, the Company
recorded a restructuring charge of $5.2 million in the first quarter of 2000. Of
the $5.2 million charged to operations, approximately $1.4 million was paid
through March 31, 2000.

  Depreciation and amortization expense increased in absolute dollars and as a
percentage of net revenue for the three months ended March 31, 2000 when
compared to the same period in 1999. The increase is due primarily to goodwill
amortization related to the May 1999 TASD acquisition and to software license
amortization.

  Financing expense slightly decreased for the three months ended March 31,
2000, as compared to the same period in 1999. As a percentage of revenue,
financing expense declined to 0.8% for the three months ended March 31, 2000
from 0.9% for the same period a year ago.

  As a result of the factors discussed above, the Company recorded a net loss
for the quarter ended March 31, 2000 of $10.3 million compared to a net loss of
$2.3 million for the same period in 1999.

Liquidity and Capital Resources
-------------------------------

  Working capital at March 31, 2000 was $107.3 million compared to $96.7 million
at December 31, 1999.  The increase in working capital is due primarily to
decreases in accounts payable and accrued liabilities, partially offset by
decreases in receivables and inventories. The decrease in inventories is mainly
due to the Company's continued efforts to reduce its risk associated with
changes in its suppliers' price protection and returns programs.  The decrease
in accounts payable occurred primarily as a result of the Company's inventory
reduction efforts, as well as normal fluctuations that occur relative to the
timing of the receipts of product and the mix of vendors.

  The Company's liquidity continues to be negatively impacted by the dollar
volume of vendor rebate programs.  Under these programs, the Company is required
to pay a higher initial price for product and claim a rebate to reduce the
price.  The collection of these rebates can take several months.  Due to these
programs, the Company's initial cost for the product is often higher than the
sales price the Company can obtain from its customers.  These programs are a
material factor in the Company's financing needs.  As of March 31, 2000 the
Company was owed approximately $65 million under these vendor rebate programs.

                                       14
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

  Management's Discussion and Analysis of Financial Condition and Results of
  Operations


  The Company's working capital requirements are generally funded through
financing arrangements and internally generated funds. As of March 31, 2000, the
Company's financing arrangements consisted of a $250 million securitization
facility ("Securitization"), and a $200 million working capital facility
("Revolver"). Both facilities mature in May 2002.  The Securitization pricing is
based on a designated short-term interest rate plus an agreed upon spread.  As
of March 31, 2000, $160 million of the Securitization was utilized. The Revolver
bears interest at LIBOR plus an agreed upon spread and is secured by a lien on
the Company's assets. Availability under the Revolver is subject to a borrowing
base calculation. As of March 31, 2000, availability under the Revolver was
approximately $68.8 million, of which $18.4 million was outstanding. In
accordance with the terms of the agreement, the Revolver is scheduled to be
reduced from $200 million to $175 million in May 2000. Both the Securitization
and the Revolver are subject to the Company's compliance with selected financial
covenants and ratios.

  The Company's business is not capital intensive, and capital expenditures in
any year normally are not significant in relation to the overall financial
position of the Company. Capital expenditures were approximately $1.6 million
for the three months ended March 31, 2000 as compared to $1.1 million for the
same period in 1999.  The majority of both the 2000 and 1999 capital
expenditures were related to the upgrading of the Company's hardware and
software.  The Company does not expect to incur capital expenditures in 2000
materially different from its 1999 levels.

Recent Accounting Pronouncements
--------------------------------

  In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivatives and
Hedging Activities," which establishes accounting and reporting standards for
derivative instruments, including derivative instruments embedded in other
contracts, and for hedging activities. We will adopt SFAS No. 133 as required by
SFAS No. 137, "Deferral of the Effective Date of the FASB Statement No. 133," in
fiscal year 2001. We do not expect the adoption of SFAS No. 133 to have a
significant impact on our financial condition or results of operations.

  In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements" and in March 2000, the SEC issued Staff Accounting Bulletin No.
101A, "Implementation Issues Related to SAB 101". These bulletins summarize
certain of the SEC's views about applying generally accepted accounting
principles to revenue recognition in financial statements. The SEC is providing
this guidance due, in part, to the large number of revenue recognition issues
that registrants encounter. Our management is in the process of analyzing the
implications of these bulletins and is anticipating that further implementation
guidance will be forthcoming from the SEC. We will adopt SAB 101 in the second
quarter of fiscal 2000 and are presently analyzing what impact, if any, SAB 101
will have on our financial position or results of operations.

  This document contains certain forward-looking statements regarding revenues,
margin, earnings, growth rates and certain business trends that involve risks
and uncertainties that could cause actual results to differ materially from the
results discussed herein, specifically: the ability to grow product and service
revenue; the Company may not be able to increase its consulting revenue in the
second half of the year; there may be fewer consulting projects to compete for
in the second quarter or remainder of the year; the Company may not meet its
expectations in providing manufacturers the ability to implement their direct
fulfillment strategies; the Company may not be able to migrate clients to a fee-
for-service model; the Company may not be able to find additional ways to
leverage costs and reduce costs further. Other factors that could cause actual
results to differ materially are: competitive pricing and supply; the impact of
the manufacturer's shift to direct fulfillment programs may be more significant
than anticipated; changes to manufacturers' pricing, price protection, rebate
and incentive programs; short-term interest rate fluctuations; general economic
conditions; employee turnover and possible future litigation; the ability to
collect accounts receivable; and related uncertainties that may have an impact
on future revenue and earnings as well as the risks and uncertainties set forth
from time to time in the Company's other public reports and filings and public
statements. Readers of this document are cautioned to consider these risks and
uncertainties and to not place undue reliance on these forward-looking
statements.

                                       15
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations


Item 3.  Quantitative and Qualitative Disclosure About Market Risk
-------  ---------------------------------------------------------

  The Company is exposed to interest rate risk primarily through its
Securitization and Revolver. The Company utilizes its Securitization and
Revolver for its working capital and other borrowing needs. As of March 31,
2000, the Company had $160 and $18.4 million outstanding under its
Securitization and Revolver, respectively.  If the Company's effective interest
rate were to increase by 75 basis points (.75%), the Company's annual financing
expense would increase by approximately $1.8 million based on the average
outstandings under the Securitization and Revolver during the three months ended
March 31, 2000.

  Currently, the Company does not enter into financial investments for trading
or other speculative purposes or to manage interest rate exposure.

                                       16
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                          PART II.  OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K
-------  --------------------------------

(a)      Exhibits
         --------

          Exhibit
            No.     Description
         --------   ---------------------------------------

            10.1    Executive Employment Agreement, dated March 13, 2000,
                    between Anthony F. Pellegrini and CompuCom Systems Inc.
                    (filed herewith)

            27      Financial Data Schedule


(b)      Reports on Form 8-K
         -------------------

         1.  On February 4, 2000, the Company filed a Current Report on Form 8-K
             to announce that it was ceasing operations at its Configuration
             Services Center located on Compaq Computer Corporation's Houston-
             based campus. The Company also announced that a senior vice-
             president had resigned from his position with the Company.

                                       17
<PAGE>

                    COMPUCOM SYSTEMS, INC. AND SUBSIDIARIES

                                   Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                             COMPUCOM SYSTEMS, INC.
                                         --------------------------------
                                         (Registrant)




DATE:  May 15, 2000                      /s/ J. Edward Coleman
                                         ------------------------
                                         J. Edward Coleman,
                                         Chief Executive Officer



DATE:  May 15, 2000                      /s/ M. Lazane Smith
                                         -------------------
                                         M. Lazane Smith,
                                         Senior Vice President, Finance and
                                         Chief Financial Officer

                                       18